exhibit1028-formofrestri






    Wejo Group Limited  2021 Equity Incentive Plan  Non-Employee Director   Restricted Share Unit Award Agreement  This Restricted Share Unit Award Agreement (this “Agreement”) is made by and  between Wejo Group Limited, an exempted company limited by shares incorporated under the  laws of Bermuda (the “Company”) and ___________ (the “Participant”), effective as of  ____________, 2022 (the “Date of Grant”).   RECITALS  WHEREAS, the Company has adopted the Wejo Group Limited 2021 Equity  Incentive Plan (as may be further amended, amended and restated or modified from time to time  (the “Plan”), which is incorporated herein by reference and made a part of this Agreement.  Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to  those terms in the Plan.  NOW THEREFORE, in consideration of the premises and mutual covenants set  forth in this Agreement, the parties agree as follows:  1. Grant of Award.  The Company hereby grants to the Participant, effective as of the Date of  Grant, ________ restricted share units (“RSUs”), on the terms and conditions set forth in the  Plan and this Agreement.     2. Vesting and Forfeiture.     (a) General. Subject to the terms and conditions set forth in the Plan and this  Agreement, one hundred percent (100%) of the RSUs will vest on the first  anniversary of the Date of Grant, subject to the Participant’s continued Service  through such date.    (b) Termination of Service. If the Participant’s Service is terminated for any reason,  except as set forth in Section 11.3 of the Plan, any then unvested RSUs will be  forfeited immediately, automatically and without consideration. The RSUs and  the Common Shares (and any resulting proceeds) will continue to be subject to  Sections 12.2 (Termination for Cause) and 12.3 (Right of Recapture) of the Plan.     3. Payment.     (a) Settlement. The Company shall deliver to the Participant within thirty (30) days  following the Vesting Date of the RSUs, a number of Common Shares equal to  the aggregate number of RSUs that have vested pursuant to Section 2. No  fractional Common Shares shall be delivered. The Company may deliver such  Common Shares either through book entry accounts held by, or in the name of,  the Participant or cause to be issued a certificate or certificates representing the  





 






2    number of Common Shares to be issued in respect of the RSUs, registered in the  name of the Participant.    (b) Taxes. The Participant shall be solely responsible for the payment and  withholding of all income, payroll and other taxes attributable to Participant under  this Agreement and shall hold the Company and related parties harmless for any  tax liability. The Participant shall timely remit all taxes to the Internal Revenue  Service and any other required governmental agencies. The Company shall have  the right to deduct or withhold from any Common Shares deliverable under this  Agreement, or in its discretion to require the Participant to remit to the Company,  amounts necessary to satisfy all federal, state and local taxes required to be  withheld in connection with the settlement of the RSUs.    4. Non-Disclosure and Non-Use of the Company’s Trade Secrets or Confidential  Information.    (a) At all times during and following Participant’s Service, Participant agrees that he  or she will not, either directly or indirectly, and Participant will not permit any  Covered Entity which is Controlled by Participant to, either directly or indirectly,  (i) divulge, use, disclose (in any way or in any manner, including by posting on  the Internet), reproduce, distribute, or reverse engineer or otherwise provide the  Company’s Trade Secrets or Confidential Information to any person, firm,  corporation, reporter, author, producer or similar person or entity; (ii) take any  action that would make available Trade Secrets or Confidential Information to the  general public in any form; (iii) take any action that uses Trade Secrets or  Confidential Information to solicit any client or prospective client of the  Company; or (iv) take any action that uses Trade Secrets or Confidential  Information for solicitation or marketing for any service or product or on  Participant’s behalf or on behalf of any entity other than the Company with which  Participant may become associated, except (1) as required in connection with the  performance of such Participant’s duties to the Company, (2) as required to be  included in any report, statement or testimony requested by any municipal, state  or national regulatory body having jurisdiction over Participant or any Covered  Entity which is Controlled by Participant, (3) as required in response to any  summons or subpoena or in connection with any litigation, (4) to the extent  necessary in order to comply with any law, order, regulation, ruling or  governmental request applicable to Participant or any Covered Entity which is  Controlled by Participant, (5) as required in connection with an audit by any  taxing authority, or (6) as permitted by the express written consent of the Board.  In the event that Participant or any such Covered Entity which is Controlled by  Participant is required to disclose Trade Secrets or Confidential Information  pursuant to the foregoing exceptions, Participant shall promptly notify the  Company of such pending disclosure and assist the Company (at the Company’s  expense) in seeking a protective order or in objecting to such request, summons or  subpoena with regard to the Trade Secrets or Confidential Information. If the  Company does not obtain such relief after a period that is reasonable under the  





 






3    circumstances, Participant (or such Covered Entity) may disclose that portion of  the Trade Secrets or Confidential Information which counsel to such party advises  such party that they are legally compelled to disclose. In such cases, Participant  shall promptly provide the Company with a copy of the Trade Secrets or  Confidential Information so disclosed. This provision applies without limitation to  unauthorized use of Trade Secrets or Confidential Information in any medium,  writings of any kind containing such information or materials, including books,  and articles, blogs, websites, or writings of any other kind, or film, videotape, or  audiotape.    (b) Notwithstanding Participant’s confidentiality obligations set forth in this Section  4, Participant understands that, pursuant to the Defend Trade Secrets Act of 2016,  Participant shall not be held criminally or civilly liable under any Federal or State  trade secret law for the disclosure of a Trade Secret that: (i) is made (x) in  confidence to a Federal, State, or local government official, either directly or  indirectly, or to an attorney; and (y) solely for the purpose of reporting or  investigating a suspected violation of law; or (ii) is made in a complaint or other  document filed in a lawsuit or other proceeding, if such filing is made under seal.  Participant understands that in the event it is determined that disclosure of the  Trade Secrets of the Company or any of its Subsidiaries or Affiliates was not done  in good faith pursuant to the above, Participant shall be subject to substantial  damages under federal criminal and civil law, including punitive damages and  attorneys’ fees.    (c) Notwithstanding anything to the contrary contained herein, nothing in this  Agreement shall limit or interfere with Participant’s right, without notice to or  authorization of the Company, to communicate and cooperate in good faith with a  Government Agency for the purpose of (i) reporting a possible violation of any  U.S. federal, state, or local law or regulation, (ii) participating in any investigation  or proceeding that may be conducted or managed by any Government Agency,  including by providing documents or other information, or (iii) filing a charge or  complaint with a Government Agency. For purposes of this Agreement,  “Government Agency” means the Equal Employment Opportunity Commission,  the National Labor Relations Board, the Occupational Safety and Health  Administration, the U.S. Securities and Exchange Commission, the Financial  Industry Regulatory Authority, or any other self-regulatory organization or any  other federal, state or local governmental agency or commission.    5. Enforcement; Remedies. Participant acknowledges that Participant’s expertise in the  Business is of a special and unique character which gives this expertise a particular value,  and that a breach of Section 4 by Participant will cause serious and potentially irreparable  harm to the Company. Participant therefore acknowledges that a breach of Section 4 by  Participant cannot be adequately compensated in an action for damages at law, and  equitable relief would be necessary to protect the Company from a violation of this  Agreement and from the harm which this Agreement is intended to prevent. By reason  thereof, Participant acknowledges that the Company is entitled, in addition to any other  





 






4    remedies it may have under this Agreement or otherwise, to preliminary and permanent  injunctive and other equitable relief to prevent or curtail any breach of this Agreement.  Participant acknowledges, however, that no specification in this Agreement of a specific  legal or equitable remedy may be construed as a waiver of or prohibition against the  Company pursuing other legal or equitable remedies in the event of a breach of this  Agreement by Participant. For purposes of Section 4, “Company” shall specifically  include the Company and its direct and indirect parent entities, subsidiaries, successors  and assigns.    6.  Definitions.    (a) “Confidential Information” means any data or information, without regard to  form, other than Trade Secrets, that is valuable to the Company and is not  generally known by the public. To the extent consistent with the foregoing, Trade  Secrets or Confidential Information includes, but is not limited to: (i) the names,  addresses, phone numbers, accounts, financial information, and other information  concerning patients, referral sources, payors (employers, managed care  organizations, workers compensation insurers, and other types of payors) and  other clients of the Company; (ii) non-public information and materials describing  or relating to the Company’s business or financial affairs, including but not  limited to financial and/or investment performance information, personnel  matters, products, operating procedures, organizational responsibilities, marketing  matters, or policies or procedures of the Company; or (iii) information and  materials describing the Company’s existing or new products and services,  including analytical data and techniques, and product, service or marketing  concepts under development at or for the Company, and the status of such  development. Trade Secrets or Confidential Information does not include  information that, other than as a result of a breach by Participant of this  Agreement, (x) is or becomes generally known within the relevant industry, or (y)  is or becomes known to Participant other than through Participant’s work for the  Company, or (z) is or becomes generally available to the public.    (b) “Covered Entity” means every Affiliate of Participant, and every business,  association, trust, corporation, partnership, limited liability company,  proprietorship or other entity in which Participant has an investment (whether  through debt or equity securities), or maintains any capital contribution or made  any outstanding advances to, or in which any Affiliate of Participant has an  ownership interest or profit sharing percentage, or a firm from which Participant  or any Affiliate of Participant receives or is entitled to receive income,  compensation or consulting fees in which Participant or any Affiliate of  Participant has an interest as a lender (other than solely as a trade creditor for the  sale of goods or provision of services that do not otherwise violate the provisions  of this Agreement). The agreements of Participant contained herein specifically  apply to each entity which is presently a Covered Entity (so long as it remains a  Covered Entity) or which becomes a Covered Entity subsequent to the date of this  Agreement.  





 






5      (c) “Trade Secrets” means information, without regard to form, including, but not  limited to, technical or nontechnical data, a formula, a pattern, a compilation, a  program, a device, a method, a technique, a drawing, a process, a prototype,  financial data, financial plans, product plans, or a list of actual or potential  customers or suppliers which is not commonly known by or available to the  public and which information: (i) derives economic value, actual or potential,  from not being generally known to, and not being readily ascertainable by proper  means by, other persons who can obtain economic value from its disclosure or  use; and (ii) is the subject of efforts that are reasonable under the circumstances to  maintain its secrecy. Trade Secrets also include any information or data described  above that the Company obtains from another party and that the Company treats  as proprietary or designates as a Trade Secrets, whether or not owned or  developed by the Company.    7. Miscellaneous Provisions.    (a) Rights of a Shareholder; Dividend Equivalents. Prior to settlement of the RSUs in  Common Shares, neither the Participant nor the Participant’s representatives will  have any rights as a shareholder of the Company with respect to any Common  Shares underlying the RSUs. If cash dividends or other cash distributions are paid  in respect of the Common Shares underlying unvested RSUs, then a dividend  equivalent equal to the amount paid in respect of one Common Share shall  accumulate and be paid with respect to each unvested RSU at the time of  settlement of the RSUs, subject to the vesting of such RSUs.    (b) Transfer Restrictions. The Common Shares delivered hereunder shall be subject  to such stop transfer orders and other restrictions as the Committee may deem  advisable under the Plan or the rules, regulations and other requirements of the  Securities and Exchange Commission, NASDAQ or any stock exchange upon  which such Common Shares are listed, any applicable federal or state laws and  any agreement with, or policy of, the Company or the Committee to which the  Participant is a party or subject, and the Committee may cause orders or  designations to be placed upon the books and records of the Company’s transfer  agent to make appropriate reference to such restrictions.    (c) Clawback Policy.  The Participant acknowledges that the Participant is subject to  the provisions of Section 12 (Forfeiture Events) and Section 14.6 (Trading Policy  and Other Restrictions) of the Plan and any compensation recovery, “clawback”  or similar policy adopted by the Company from time to time and/or made  applicable by law including the provisions of Section 954 of the Dodd-Frank Wall  Street Reform and Consumer Protection and Act and the rules, regulations and  requirements adopted thereunder by the Securities and Exchange Commission  and/or any national securities exchange on which the Company’s equity securities  may be listed.     





 






6    (d) General Forfeiture Provisions. Any reduction, cancellation, forfeiture, or  recoupment from the Participant of any Common Shares issued to the Participant  in connection with an Award hereunder (each such occurrence, a “Forfeiture”)  shall take effect as a purchase of such Common Shares by the Company as a  matter of Bermuda law and shall occur in accordance with the following:    (i) Upon the occurrence of a Forfeiture (such date, the “Forfeiture Date”), the  Participant will be deemed to have sold and transferred to the Company,  and the Company will be deemed to have purchased from the Participant,  each Common Share subject to Forfeiture at a purchase price per Common  Share equal to the par value of such Common Share (each such  occurrence, a “Forfeiture Sale”).    (ii) The Participant hereby, without any further action, confirmation, or  acknowledgment required from the Participant and effective automatically  upon the occurrence of any Forfeiture Sale: contributes all of the  consideration that would otherwise be due and payable to it pursuant to  any Forfeiture Sale (“Sale Consideration”) to the Company as a  contribution to the Company’s contributed surplus account (which, for  greater certainty, will not result in the Company issuing any consideration  (including Common Shares or securities convertible into Common Shares)  or incurring repayment obligations of any kind in connection with such  contribution); directs the Company to apply such Sale Consideration  directly to its contributed surplus account without paying any amounts to  such Participant in connection with the applicable Forfeiture Sale; and  acknowledges and agrees that by applying such Sale Consideration  directly to its contributed surplus account in accordance with the direction  in this Section 7, the Company will have complied with its obligations to  pay such Participant the Sale Consideration due under the applicable  Forfeiture Sale.    (iii) Promptly following the Forfeiture Date, the Company shall deliver written  notice to the Participant detailing the number of Common Shares  purchased by the Company under the applicable Forfeiture Sale and the  aggregate Sale Consideration applied to the Company’s contributed  surplus account in connection therewith and such written notice, absent  any manifest error, will be prima facie evidence of the Forfeiture Sale.    (iv) The Participant and the Company intend this Agreement to function as an  instrument of transfer for the purposes of Bermuda law effectuating and  implementing the transfer to the Company of any Common Share  purchased by the Company pursuant to a Forfeiture Sale without any  further action required by the Participant at the time of any Forfeiture  Sale. The Participant by executing this Agreement hereby appoints the  Company and any of its officers and directors, with full power of  substitution, as the Participant’s true and lawful attorney-in-fact, to  





 






7    execute, acknowledge, verify, swear to, deliver, record and file, in the  Participant’s name, place and stead, all instruments, documents (including  share transfer forms) and certificates that may from time to time be  required to effectuate and implement the transfer of any Common Shares  to the Company pursuant to a Forfeiture Sale. To the fullest extent  permitted by law, this power of attorney is coupled with an interest, is  irrevocable and shall survive, and shall not be affected by, the subsequent  death, disability, incapacity, incompetency, termination, bankruptcy,  insolvency or dissolution of the Participant.    (e) Adjustments. In the event of any change with respect to the outstanding Common  Shares contemplated by Section 4.5 of the Plan prior to delivery, the RSUs be  adjusted in accordance with Section 4.5 of the Plan.     (f) No Right to Continued Service.  Nothing in this Agreement or the Plan confers  upon the Participant any right to continue in Service for any period of specific  duration or interfere with or otherwise restrict in any way the rights of the  Company (or any Subsidiary retaining the Participant) or of the Participant, which  rights are hereby expressly reserved by each, to terminate his or her Service at any  time and for any reason, with or without cause.    (g) Successors and Assigns.  The provisions of this Agreement will inure to the  benefit of, and be binding upon, the Company and its successors and assigns and  upon the Participant, the Participant’s executor, personal representative(s),  distributees, administrator, permitted transferees, permitted assignees,  beneficiaries, and legatee(s), as applicable, whether or not any such person will  have become a party to this Agreement and have agreed in writing to be joined  herein and be bound by the terms hereof.    (h) Severability.  The provisions of this Agreement are severable, and if any one or  more provisions are determined to be illegal or otherwise unenforceable, in whole  or in part, then the remaining provisions will nevertheless be binding and  enforceable.    (i) Amendment.  Except as otherwise provided in the Plan, this Agreement will not  be amended unless the amendment is agreed to in writing by both the Participant  and the Company.    (j) Choice of Law; Jurisdiction.  This Agreement and all claims, causes of action or  proceedings (whether in contract, in tort, at law or otherwise) that may be based  upon, arise out of or relate to this Agreement will be governed by the internal  laws of the State of Delaware, excluding any conflicts or choice-of-law rule or  principle that might otherwise refer construction or interpretation of this  Agreement to the substantive law of another jurisdiction.        





 






8    (k) Signature in Counterparts. This Agreement may be signed in counterparts,  manually or electronically, each of which will be an original, with the same effect  as if the signatures to each were upon the same instrument.    (l) Electronic Delivery.  The Company may, in its sole discretion, decide to deliver  any documents related to any Awards granted under the Plan by electronic means  or to request the Participant’s consent to participate in the Plan by electronic  means.  The Participant hereby consents to receive such documents by electronic  delivery and to agree to participate in the Plan through an on-line or electronic  system established and maintained by the Company or another third party  designated by the Company.      (m) Acceptance.  The Participant hereby acknowledges receipt of a copy of the Plan  and this Agreement.  The Participant has read and understands the terms and  provisions of the Plan and this Agreement, and accepts the RSUs subject to all of  the terms and conditions of the Plan and this Agreement.  In the event of a  conflict between any term or provision contained in this Agreement and a term or  provision of the Plan, the applicable term and provision of the Plan will govern  and prevail.      [Signature page follows.]  





 






[Signature Page –RSU Award Agreement]     IN WITNESS WHEREOF, the Company and the Participant have executed this  Restricted Share Unit Award Agreement as of the dates set forth below.     PARTICIPANT     WEJO GROUP LIMITED      _________________________________  By: ______________________________  Date:_____________________________  Date: _____________________________